TSS, Inc. Files 8-K: Material Definitive Agreement

TL;DR

TSS, Inc. signed a big deal on 8/12/25. 8-K filed.

AI Summary

On August 12, 2025, TSS, Inc. entered into a Material Definitive Agreement. The filing also reports on other events and includes financial statements and exhibits. The company, formerly known as Fortress International Group, Inc., is incorporated in Delaware and headquartered in Round Rock, Texas.

Why It Matters

This 8-K filing indicates a significant new agreement for TSS, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• TSS, Inc. (company) — Registrant
• Fortress International Group, Inc. (company) — Former Company Name
• August 12, 2025 (date) — Date of earliest event reported
• August 14, 2025 (date) — Date as of change
• August 15, 2025 (date) — Filed as of date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 Par Value TSSI Nasdaq Capital Marke
• $17.00 — ng price of the Underwritten Shares was $17.00 per share, and the Underwriters agreed
• $16.15 — he Underwriting Agreement at a price of $16.15 per share (the "Purchase Price"). Under
• $55.3 million — ds to the Company will be approximately $55.3 million. The Underwriting Agreement contains c

Filing Documents

• tssi_8k.htm (8-K) — 33KB
• tssi_ex11.htm (EX-1.1) — 185KB
• tssi_ex51.htm (EX-5.1) — 6KB
• tssi_ex991.htm (EX-99.1) — 9KB
• tssi_ex992.htm (EX-99.2) — 9KB
• tssi_ex993.htm (EX-99.3) — 10KB
• tssi_ex991img1.jpg (GRAPHIC) — 4KB
• tssi_ex51img2.jpg (GRAPHIC) — 7KB
• tssi_ex51img1.jpg (GRAPHIC) — 6KB
• 0001654954-25-009676.txt ( ) — 451KB
• tssi-20250812.xsd (EX-101.SCH) — 5KB
• tssi-20250812_lab.xml (EX-101.LAB) — 15KB
• tssi-20250812_cal.xml (EX-101.CAL) — 1KB
• tssi-20250812_pre.xml (EX-101.PRE) — 9KB
• tssi-20250812_def.xml (EX-101.DEF) — 2KB
• tssi_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 13, 2025, TSS, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Lucid Capital Markets, LLC, as the sole book-running manager (the "Underwriter"), relating to the previously announced underwritten public offering (the "Offering") by the Company of 3,000,000 shares (the "Underwritten Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The public offering price of the Underwritten Shares was $17.00 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $16.15 per share (the "Purchase Price"). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 450,000 shares of Common Stock (the "Over-Allotment Shares" and, together with the Underwritten Shares, the "Shares") at the Purchase Price. The Underwriters elected to exercise this option on August 13, 2025. The Company estimates that, net of the underwriter's commission, proceeds to the Company will be approximately $55.3 million. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and other terms and conditions customary in agreements of this type. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-284153) (the "Registration Statement") that was filed with

01

Item 8.01. Other Events. On August 12, 2025, the Company issued a press release announcing that it had commenced the Offering; on August 13, 2025, the Company issued a press release announcing that it had priced the Offering; and on August 14, 2025, the Company issued a press release announcing that it had closed the Offering. Copies of these press releases are attached as Exhibits 99.1, 99.2 and 99.3 hereto, respectively, and are incorporated herein by reference. 2

Financial Statements and Exhibits

Financial Statements and Exhibits. 1.1* Underwriting Agreement by and between TSS, Inc. and Lucid Capital Markets, LLC, dated August 13, 2025. 5.1 Opinion of Miles and Stockbridge P.C. 23.1 Consent of Miles and Stockbridge P.C. (included in Exhibit 5.1) 99.1 Press Release, dated August 12, 2025. 99.2 Press Release, dated August 13, 2025. 99.3 Press Release, dated August 14, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act o f 1933, as amended. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. 3 S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TSS, INC. By: /s/ Daniel M. Chism Daniel M. Chism Chief Financial Officer Date: August 14, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR